SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (date of earliest event reported): April 22, 1997
Duke Power Company
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 1-4928 56-0205520
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
422 South Church Street 28242-0001
Charlotte, North Carolina (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: 704-594-0887
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ITEM 5. OTHER EVENTS
Duke Power Company (the "registrant") previously filed with the
Securities and Exchange Commission a Current Report on Form 8-K, dated December
9, 1996, that, among other things, disclosed that the registrant and PanEnergy
Corp ("PanEnergy") had entered into a definitive Agreement and Plan of Merger
among the registrant, Duke Transaction Corporation and PanEnergy (the "Merger
Agreement").
Among other conditions to consummating the Merger, the registrant was
to receive approvals of the North Carolina Utilities Commission ("NCUC") and The
Public Service Commission of South Carolina ("PSCSC"). In addition, consummation
of the Merger is conditioned upon the receipt of the requisite approvals of the
shareholders of both companies.
On March 18, 1997, the PSCSC unanimously approved the application of
the registrant seeking approval of the Merger and the issuance of registrant's
common stock pursuant to the terms of the Merger Agreement. On that day, a
hearing was also held before the NCUC with respect to a similar application by
the registrant. In the proceedings before the PSCSC and the NCUC, the registrant
agreed to various matters, one being that the registrant will not seek to
increase its retail rates through the year 2000 except to reflect substantial
financial impacts of governmental action affecting the industry generally, or a
segment thereof, including the registrant, or major expenditures attributable to
force majeure events. On April 22, 1997, the registrant received an order from
the NCUC approving the NCUC application and reflecting, among other things, the
agreed-upon conditions described above. The registrant also received on April
22, 1997 a similar order from the PSCSC affirming the PSCSC's earlier approval
of the registrant's application. A copy of the registrant's press release
announcing the NCUC approval is filed herewith as Exhibit 2(a) and is
incorporated by reference herein.
At its annual meeting of shareholders held on April 24, 1997, the
registrant's shareholders approved the issuance of stock and amendment to the
articles of incorporation by the registrant as required under the Merger
Agreement, by the affirmative vote of a majority of the shares represented and
eligible to vote at the meeting. At its annual meeting of shareholders held on
April 24, 1997, PanEnergy's stockholders voted to approve the merger by the
affirmative vote of a majority of the outstanding shares of Common Stock of
PanEnergy. A copy of the registrant's press release announcing the shareholder
approvals is filed herewith as Exhibit 2(b) and is incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following exhibits are filed herewith:
2(a). Press Release of registrant dated April 22, 1997
2(b). Press Release of registrant dated April 24, 1997
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DUKE POWER COMPANY
(registrant)
By: Richard J. Osborne
Richard J. Osborne
Senior Vice President
and Chief Financial Officer
Dated: April 25, 1997
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
2(a) Press Release of registrant dated April 22, 1997
2(b) Press Release of registrant dated April 24, 1997
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Exhibit 2(a)
Duke Power Company News Release
P.O. Box 1009
Charlotte, NC 28201-1009
(Duke logo appears here) Duke Power
April 22, 1997
Contact : Randy Wheeless
Office : 704/382-8379
24-Hour : 704/594-0681
: PanEnergy Corp.
: John P. Barnett
Office : 713/627-4072
DUKE/PANENERGY MERGER APPROVED BY NORTH CAROLINA
UTILITIES COMMISSION
CHARLOTTE, N.C. - The North Carolina Utilities Commission (NCUC) today approved
the proposed $7.7 billion merger between Duke Power and Houston-based PanEnergy
Corp.
As part of the approval, Duke Power signed a stipulation with the NCUC, with one
of the conditions being that Duke Power will not seek to raise retail rates to
customers through the year 2000.
Duke may adjust rates with regulatory approval to reflect a substantial impact
on the company, such as governmental action affecting the industry, or a major
storm that results in extensive financial impact. Not affected by the agreement
will be Duke Power's annual fuel clause adjustment - by which the commissions
modify rates slightly to accurately reflect fuel costs incurred by the company.
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A similar agreement was offered to the Public Service Commission of South
Carolina. The Duke/PanEnergy merger was approved in South Carolina on March 19.
Other approvals needed for the merger include the Federal Energy Regulatory
Commission and the shareholders of both companies.
Annual shareholder meetings for both companies are scheduled for April 24. At
the meetings, PanEnergy's stockholders will vote on the proposed merger and
Duke's shareholders will vote on issuing common stock in the proposed merger,
amending its charter to increase the authorized amount of common stock and to
change the company's name to Duke Energy Corporation. The two companies have
mailed a joint proxy statement-prospectus to shareholders containing details on
the merger and soliciting shareholder approval.
Under the terms of the proposed merger, each outstanding share of PanEnergy
common stock would be converted into 1.0444 shares of Duke Power stock upon
receipt of necessary regulatory and shareholder approvals.
Duke Power is one of the nation's largest investor-owned electric utilities,
serving 1.8 million customers in North Carolina and South Carolina.
PanEnergy Corp - one of the North America's leading energy services companies -
operates more than 37,000 miles of natural gas pipeline, delivering gas
primarily to Northeast
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and Midwest markets. The company is also one of the nation's largest natural
gas gatherers and processors and markets liquefied petroleum gases and related
energy services throughout the United States and Canada. Through its recently
formed venture with Mobil, PanEnergy is one of the leading marketers of natural
gas and electricity in North America. The company also has other energy
interests worldwide.
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Exhibit 2(b)
Duke Power Company News Release
P.O. Box 1009
Charlotte, NC 28201-1009
(Duke Power logo appears here) Duke Power
April 24, 1997 Contact : Randy Wheeless
Office : 704/382-8379
24-Hour : 704/594-0681
DUKE POWER SHAREHOLDERS APPROVE MERGER AT ANNUAL MEETING
CHARLOTTE, N.C. -- Shareholders of Duke Power Co. today approved the proposed
$7.7 billion merger with Houston-based PanEnergy Corp at the company's annual
meeting held at Duke Power's headquarters.
At today's PanEnergy Corp annual meeting in Houston, shareholders also approved
the merger.
Under the terms of the proposed merger, each outstanding share of PanEnergy
common stock would be converted into the right to receive 1.0444 shares of Duke
Power common stock upon receipt of all necessary approvals. The new company,
Duke Energy, will be based in Charlotte.
The proposed merger has already received regulatory approval from the utilities
commissions of South Carolina and North Carolina. The proposed merger must also
receive regulatory approval from the Federal Energy Regulatory Commission.
(MORE)
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"I am pleased to see that our shareholders have approved this merger and have
seen the dynamic future our new company will have" said Richard Priory,
president and chief operating officer of Duke Power.
Priory will become chairman and chief executive officer of Duke Energy
once the merger is finalized. William Grigg, Duke Power's current chairman and
CEO, will retire from the company at the completion of the merger as previously
announced.
Duke Power is one the nation's largest investor-owned electric utilities,
serving 1.8 million customers in North Carolina and South Carolina.
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